RDA Agmt 2009 Innisfree Ventures II LLC

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negotiated an agreement regarding development of the Property, this Agreement shall forthwith be void, and there shall be no further liability or obligation on the part of either of the Parties or their respective officers, employees, agents or other representatives; provided however, the provisions of Section 8.1 (Studies), Section 8.2 (Access; Indemnity), Section 18 (Confidentiality), and Section 22 (Indemnification) shall survive such termination. In no event shall either Party have the right to seek an award of damages as a result of the termination of this Agreement. 6. Description of the Project; Compliance with CEQA. The Parties acknowledge that the Project description set forth in this Agreement is preliminary in nature and shall be described in further detail in the subsequent agreement to be negotiated during the Term. Residential components of the Project, if any, will comply with all applicable state and local requirements and regulations regarding inclusionary/affordable units. The Parties acknowledge that development of the Property for the Project will require the grant of discretionary land use entitlements subject to the City's normal review and approval process, that the Project must comply with CEQA, and that nothing in this Agreement is intended to or shall be interpreted as the grant of any approvals for development of the Project or the Property, or the modification or waiver of any Agency procedures or requirements. The Parties acknowledge that nothing in this Agreement shall be deemed a commitment by the Agency to enter into any agreements for conveyance of any interest in the Property or for the development of the Project. In addition, the Parties acknowledge that the final form of any agreement governing the disposition and development of the Property may contain matters not covered in this Agreement, and the provisions herein are not intended to exclude or preclude any other issues that may arise during negotiations. If required pursuant to CEQA, Agency will cause one or more Environmental Impact Reports ("EIRs") to be prepared for the Project. Agency will select the consultant for preparation of the EIRs. Developer will pay Agency's costs for environmental review, including the cost of Agency's EIR consultant. Developer's obligation to pay such costs shall be in addition to Developer's obligation to pay Agency expenses pursuant to Section 4. 7. Developer Work and Timeline. Exhibit C details the tasks to be undertaken by Developer during the Term. The Parties agree that if the Term is extended pursuant to Section 3 of this Agreement, Exhibit C shall be revised accordingly and initialed by both Parties at the time of extension. 8. Developer's Studiesti Right of Access. 8.1 Developer's Studies. During the Term, Developer shall prepare, at Developer's sole expense, any studies, surveys, plans, specifications and reports ("Developer's Studies") Developer deems necessary or desirable in Developer's sole discretion, to determine the suitability of the Property for the Project. Such studies may include, without limitation, title investigation, relocation analyses, marketing, feasibility, soils, seismic and environmental studies, financial feasibility analyses, and design studies. Developer shall provide to Agency copies of all reports, test results, studies, analyses, cost estimates, and similar documents 1284546-2 OHS West260718899.2 19268-3 C14